THESE AI SUPPLEMENTAL TERMS (the “Supplemental Terms”) form part of the written or electronic agreement (the “Agreement”) by and between Trimble Inc. and/or one or more of its corporate affiliates as specified in the Agreement (“Trimble”), and the other party to the Agreement (“Provider”) (each, a “Party,” and together, the “Parties”) for the provision to Trimble of products, software and/or services offered by Provider (collectively, the “Services”) where these Supplemental Terms are expressly incorporated by reference into the Agreement. These Supplemental Terms apply to any AI Features (as defined below) within the Services. In the event of a conflict between a term or provision of these Supplemental Terms and a corresponding term or provision of the Agreement, these Supplemental Terms control solely with respect to the AI Features. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions.
a. “AI Input” means all data, prompts, or other content provided to an AI Feature by or on behalf of Trimble, or collected, downloaded, or otherwise received by an AI Feature whether manually or autonomously through its use by or on behalf of Trimble.
b. “AI Output” means all data, works, or other content generated by an AI Feature from AI Input or other use of the AI Feature by or on behalf of Trimble.
c. “AI Feature” means any feature, functionality, or component of the Services that uses or is an AI Technology.
d. “AI Technology” means machine learning, large language models, generative AI, agentic AI, and other artificial intelligence technologies.
e. “AI Laws” means all laws, rules, and regulations applicable to the development, deployment, and use of AI Features and/or AI Technology.
f. “AI Standards” means industry and governmental standards applicable to AI Technology.
g. “High-Risk AI” means an AI Feature used wholly or substantially to make decisions that have a legal or other significant effect on an individual (“Consequential Decisions”), or that operates with limited or no human intervention (e.g., agentic AI). High-Risk AI may include but is not limited to AI Features that conduct or are used for non-biometric profiling or identification, employment decisions, credit or sale decisions, or use as a safety component in the management & operation of critical infrastructure.
h. “Public AI” means a multi-tenant AI solution where Trimble does not control the model and infrastructure.
i. “Training Data” means all data used to train, fine-tune, or otherwise improve any AI Technology, but expressly excludes AI Input and AI Output.
2. Ownership of AI Input and AI Output. As between Trimble and Provider, Trimble is the sole and exclusive owner of all AI Input and AI Output, provided that Trimble acknowledges that AI Features may generate similar output for third parties. AI Input and AI Output are Trimble confidential information and are included in the definition for such information as defined in the Agreement.
3. Data Use. Provider may process and use AI Input solely as necessary to provide the Services to Trimble. Provider will not, directly or indirectly, use any AI Input or AI Output to train, retain, or otherwise improve any AI Technology, or for any other purpose, except as set forth in Section 3(a) below.
a. Permitted Anonymized Use. As a limited exception, Provider may use de-identified and aggregated AI Input and AI Output solely to improve the AI Features, provided that (a) the data contains no personal information, (ii) neither Trimble nor any Trimble personnel can be identified or re-identified as the source of the data, and (iii) any data so used is on an “as-is” basis with no warranties whatsoever by Trimble.
4. Additional Obligations.
a. Transparency and Cooperation. Provider will promptly respond to Trimble's inquiries regarding the AI Features and AI Technology as Trimble reasonably determines is needed for Trimble's compliance with AI Laws and AI Standards. Upon Trimble’s request, to the extent Provider has completed an audit, either itself or through a third party, which is required under AI Laws and/or AI Standards, or which is otherwise conducted to assess Provider’s compliance with AI Laws and AI Standards, such as but not limited to an impact, risk, and/or conformity assessment (a “Provider Audit”), Provider will provide its most recently completed Provider Audit to Trimble for review.
b. Chatbot Functionality. For AI Features designed to simulate human conversation (e.g., a chatbot), Provider will, or will enable Trimble through the AI Features to, clearly & conspicuously disclose when the user first interacts with the AI Features (1) that the user is interacting with a generative AI and not a human being, (2) the types of data typically provided to the AI through the AI Features, and (3) that generative AI can make mistakes.
Provider will promptly notify Trimble in writing of any change in AI Law that impacts its ability to provide the AI Features, and will use diligent commercially reasonable efforts to promptly remediate any compliance issues.
5. Representations, Warranties, and Covenants. Provider represents, warrants, and covenants to Trimble that (a) its design, development, training, and provision of the AI Features comply with all AI Laws, AI Standards, and third-party rights, including but not limited to those applicable to its collection and use of Training Data; (b) it has obtained all required consents, approvals and authorizations to provide the Services and/or AI Features; (c) the AI Output is freely usable by Trimble for its business purposes without any payment or other consideration owed to any third party; (d) it maintains administrative, procedural, and technical safeguards at or exceeding industry standards to protect AI Input and AI Output; and (e) there are no pending or threatened claims alleging that its Training Data is biased or that its AI Technology was developed or trained improperly in violation of AI Law or the rights of a third party.
6. Public AI. If the Services include Public AI, the following terms also apply.
a. Audit Rights. Trimble or its representative may audit Provider's records and documentation to confirm compliance with these Supplemental Terms and applicable AI Laws. Provider will cooperate with each such audit. Trimble will provide at least 14 days' notice and conduct no more than one audit per twelve (12) month period, unless additional audit(s) are required to comply with AI Laws. If Trimble determines that a Provider Audit provided to Trimble is sufficient to confirm Provider's compliance with these Supplemental Terms and AI Laws and Trimble’s compliance obligations under AI Laws (a “Compliant Provider Audit”) for a given time period, Trimble will not conduct a separate audit covering the same time period.
7. High-Risk AI and Public AI. If the Services include High-Risk AI or Public AI, the following terms also apply.
a. Additional High-Risk Warranties. Provider further warrants that it maintains and follows policies and procedures in accordance with applicable AI Laws and AI Standards for the responsible and ethical development and deployment of its AI Features, including for transparency, fairness, accountability, auditability, and bias mitigation.
b. Requirement to Provide Provider Audit. Provider will provide Trimble with a copy of each Provider Audit promptly following its completion, and will immediately notify Trimble if it cannot or does not complete a Provider Audit required by AI Laws. If Provider cannot or does not promptly provide a Compliant Provider Audit to Trimble, Trimble may terminate the Agreement without penalty and without further obligation upon notice to Provider.
8. Additional Indemnity. In addition to Provider's indemnification obligations under the Agreement, Provider will indemnify, defend, and hold harmless Trimble, its affiliates, and their respective personnel from and against any and all expenses (including without limitation reasonable attorneys’ fees, expenses, and costs arising out of the defense of such claim, action or suit, whether proven or not), damages, liabilities and costs in connection with a claim, demand, suit, action, or proceeding (including, but not limited to, any governmental investigations, complaints and actions) brought or claimed by a third party that is alleged to arise out of or result from (a) Provider's breach of any of its representations, warranties, or covenants under these Supplemental Terms, or (b) an allegation that that the AI Output, Training Data, or Trimble’s use thereof infringe, misappropriate, or otherwise violate the rights of a third party.
Provider's indemnification obligation for AI Output will not apply to the extent arising out of or resulting from (a) modification of AI Output by Trimble without Provider's approval, but only to the extent that the alleged infringement, misappropriation or violation is caused by such modification, or (b) Trimble’s use of AI Output when it knew or should have known it was infringing; or (c) Trimble’s circumvention of safety or filtering tools in the AI Features.
9. Changes. Trimble may modify these Supplemental Terms as required to comply with new AI Laws by posting an updated version. Unless Provider objects in writing within 30 days, the new version will become effective. If Provider objects, the parties will negotiate in good faith to resolve the concerns. If no resolution is reached within 30 days, Trimble may terminate the Agreement without penalty.